0001166003-20-000077.txt : 20201231 0001166003-20-000077.hdr.sgml : 20201231 20201231085517 ACCESSION NUMBER: 0001166003-20-000077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201229 FILED AS OF DATE: 20201231 DATE AS OF CHANGE: 20201231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JESSELSON MICHAEL G CENTRAL INDEX KEY: 0000945191 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32172 FILM NUMBER: 201427582 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: SUITE 4101 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XPO Logistics, Inc. CENTRAL INDEX KEY: 0001166003 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 030450326 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: (855) 976-6951 MAIL ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESS-1 EXPEDITED SOLUTIONS INC DATE OF NAME CHANGE: 20060606 FORMER COMPANY: FORMER CONFORMED NAME: SEGMENTZ INC DATE OF NAME CHANGE: 20020125 4 1 wf-form4_160942290434633.xml FORM 4 X0306 4 2020-12-29 0 0001166003 XPO Logistics, Inc. XPO 0000945191 JESSELSON MICHAEL G C/O XPO LOGISTICS, INC. FIVE AMERICAN LANE GREENWICH CT 06831 1 0 0 0 Common Stock, par value $0.001 per share 2020-12-29 4 M 0 8000 9.28 A 44507 D Common Stock, par value $0.001 per share 2020-12-29 4 M 0 8000 16.74 A 52507 D Common Stock, par value $0.001 per share 2020-12-29 4 M 0 8000 23.19 A 60507 D Common Stock, par value $0.001 per share 2020-12-29 4 F 0 3360 117.22 D 57147 D Common Stock, par value $0.001 per share 2020-12-30 4 A 0 103570 0 A 103570 I See footnote Common Stock, par value $0.001 per share 2020-12-30 4 A 0 97431 0 A 201001 I See footnote Common Stock, par value $0.001 per share 2020-12-30 4 A 0 20057 0 A 20057 I See footnote Common Stock, par value $0.001 per share 10000 I See footnote Common Stock, par value $0.001 per share 12000 I See footnote Common Stock, par value $0.001 per share 12000 I See footnote Common Stock, par value $0.001 per share 12000 I See footnote Common Stock, par value $0.001 per share 10000 I See footnote Director Stock Option (right to buy) 23.19 2020-12-29 4 M 0 8000 0 D 2015-01-02 2023-12-12 Common Stock, par value $0.001 per share 8000.0 0 D Director Stock Option (right to buy) 16.74 2020-12-29 4 M 0 8000 0 D 2013-12-11 2022-12-11 Common Stock, par value $0.001 per share 8000.0 0 D Director Stock Option (right to buy) 9.28 2020-12-29 4 M 0 8000 0 D 2012-09-02 2021-11-21 Common Stock, par value $0.001 per share 8000.0 0 D See footnote 7.0 2020-12-30 4 D 0 725 0 D 2011-09-02 Common Stock, par value $0.001 per share 103570.0 0 I See footnote Warrants 7.0 2020-12-30 4 D 0 103572 0 D 2011-09-02 2021-09-02 Common Stock, par value $0.001 per share 103572.0 0 I See footnote Warrants 7.0 2020-12-30 4 D 0 21322 0 D 2011-09-02 2021-09-02 Common Stock, par value $0.001 per share 21322.0 0 I See footnote Restricted Stock Unit Common Stock, par value $0.001 per share 2392.0 2392 D Restricted Stock Unit Common Stock, par value $0.001 per share 2071.0 2071 D Restricted Stock Unit Common Stock, par value $0.001 per share 3970.0 3970 D 15,000 of these securities are held in an individual retirement account of Michael G. Jesselson. No shares were sold by the Reporting Person. These shares were withheld by the Issuer to fund the exercise price attributable to the exercise of the Director Stock Options reported on this Form 4. The Director Stock Options were fully vested and exercisable at the time of the exercise, and there were no related discretionary transactions or open market sales. The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust exchanged 725 shares of Series A Convertible Perpetual Preferred Stock for 103,570 shares of Common Stock pursuant to the terms of a Preferred Stock Exchange Agreement dated December 30, 2020 among the Company and The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust. The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust are the direct beneficial owners of these securities. Michael G. Jesselson is the beneficiary of each of these trusts. The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust exchanged 103,572 Warrants for 97,431 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement dated December 30, 2020 among the Company and The Michael G. Jesselson 12/18/80 Trust and the Michael G. Jesselson 4/8/71 Trust. The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson exchanged 21,322 Warrants for 20,057 shares of Common Stock pursuant to the terms of a Warrant Exchange Agreement dated December 30, 2020 among the Company and The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson. The Michael G. Jesselson and Linda Jesselson, Trustees UID 6/30/93 FBO Maya Ariel Ruth Jesselson is the direct beneficial owner of these securities. Michael G. Jesselson is a trustee of the trust. Michael G. Jesselson's spouse is the direct beneficial owner of these securities. These securities are held by the JJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. These securities are held by the RAJ Irrevocable Trust, of which Michael G. Jesselson is a trustee These securities are held by the SJJ Irrevocable Trust, of which Michael G. Jesselson is a trustee. Series A Convertible Perpetual Preferred Stock, par value $0.001 per share. The initial conversion price of the Series A Convertible Perpetual Preferred Stock is $7 per share of Common Stock, subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Perpetual Preferred Stock, filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Certificate of Designation"). The Series A Convertible Perpetual Preferred Stock has no expiration date. The initial exercise price of the Warrants is $7 per share of Common Stock, subject to adjustment as set forth in the Form of Warrant Certificate, filed as Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 6, 2011 (the "Warrant Certificate"). Represents 103,572 shares of Common Stock initially issuable upon conversion of 103,572 Warrants, subject to adjustment as set forth in the Warrant Certificate. Represents 21,322 shares of Common Stock initially issuable upon conversion of 21,322 Warrants, subject to adjustment as set forth in the Warrant Certificate. Each Restricted Stock Unit ("RSU") represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock. The RSUs shall vest in full on January 4, 2021, subject to the Reporting Person's continued service as a director of the Issuer. The RSUs vested in full on January 2, 2019 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election. The RSUs vested in full on January 3, 2018 and are subject to a deferral election. Shares of Common Stock will be delivered to the Reporting Person as per the terms of the deferral election. /s/ Karlis P. Kirsis, Attorney-in-Fact 2020-12-31